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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 10-Q

|     |  |                                                         
|---- |  | --------------------------------------------------------
|[X]  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
|     |  | SECURITIES EXCHANGE ACT OF 1934                         
|     |  |                                                         
|     |  | For the quarterly period ended September 30, 2003       
|     |  |                                                         
|     |  | OR                                                      
|     |  |                                                         
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|     |  | SECURITIES EXCHANGE ACT OF 1934                         

Commission file number: 0-27729

ZAP.COM CORPORATION
(Exact name of Registrant as specified in its charter)

| |  |                                                                |  |                                     
| |  | -------------------------------------------------------------- |  | ------------------------------------
| |  | Nevada                                                         |  | 74-0571159                          
| |  | (State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
| |  |                                                                |  |                                     
| |  | 100 Meridian Centre, Suite 350                                 |  |                                     
| |  | Rochester, NY                                                  |  | 14618                               
| |  | (Address of principal executive offices)                       |  | (Zip Code)                          

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE
(585) 242-2000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS: Common Stock, $0.001 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] or No [  ].

Indicate by X whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2). Yes [  ] No [X]

As of October 31, 2003, the Registrant had outstanding
50,004,474 shares common stock, $0.001 par value.



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TABLE OF CONTENTS



|                                                |                                                                                               |                                                   |  |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                 
|                                                | Item 1. Financial Statements and Notes                                                       
|                                                |                                                                                               | CONDENSED BALANCE SHEETS                         
|                                                |                                                                                               | UNAUDITED CONDENSED STATEMENTS OF OPERATIONS     
|                                                |                                                                                               | UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS     
|                                                |                                                                                               | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|                                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|Part II  OTHER INFORMATION                    
|                                                | Item 1. Legal Proceedings                                                                    
|                                                | Item 2. Changes in Securities                                                                
|                                                | Item 3. Defaults Upon Senior Securities                                                      
|                                                | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                | Item 5. Other Information                                                                    
|                                                | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                     
|STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
|CERTIFICATION OF CEO                           
|CERTIFICATION OF CFO                           
|CERTIFICATION OF CEO                           
|CERTIFICATION OF CFO                           



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##### Table of Contents



ZAP.COM CORPORATION
TABLE OF CONTENTS

|                                                                                              |                                                                                                                     |  |    |   | 
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- |  | -- | - | 
|PART I. FINANCIAL INFORMATION                                                                 |                                                                                                                     |  |    |  
|Item 1. Financial Statements                                                                  |                                                                                                                     |  |    |  
|                                                                                              | Condensed Balance Sheets as of September 30, 2003 (Unaudited) and December 31, 2002                                 |  |    | 3 | 
|                                                                                              | Unaudited Condensed Statements of Operations for the Three Months and Nine Months
Ended September 30, 2003 and 2002 |  |    | 4 | 
|                                                                                              | Unaudited Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2003 and 2002                  |  |    | 5 | 
|                                                                                              | Notes to Unaudited Condensed Financial Statements                                                                   |  |    | 6 | 
|Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                                     |  | 9  |  
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                     |  | 12 |  
|Item 4. Controls and Procedures                                                               |                                                                                                                     |  | 12 |  
|PART II. OTHER INFORMATION                                                                    |                                                                                                                     |  |    |  
|Item 1. Legal Proceedings                                                                     |                                                                                                                     |  | 13 |  
|Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                     |  | 13 |  
|Item 3. Defaults upon Senior Securities                                                       |                                                                                                                     |  | 13 |  
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                     |  | 13 |  
|Item 5. Other Information                                                                     |                                                                                                                     |  | 13 |  
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                     |  | 13 |  
|Signatures                                                                                    |                                                                                                                     |  | 14 |  
|Exhibits                                                                                      |                                                                                                                     |  | 15 |  

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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements and Notes

ZAP.COM CORPORATION




CONDENSED BALANCE SHEETS

|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |           | 
|---------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ------------- | --------- | ------------ | ----- | ---------- | --------- | 
|                                                                             |                                                                                                                                                          |                                            |       | September 30, |           | December 31,
|                                                                             |                                                                                                                                                          |                                            |       | 2003          |           | 2002        
|                                                                             |                                                                                                                                                          |                                            |       |               |           |             
|                                                                             |                                                                                                                                                          |                                            |       | (Unaudited)   |           |              |       |           
|ASSETS:                                                                      |                                                                                                                                                          |                                            |       |               |           |              |       |           
|Current assets:                                                              |                                                                                                                                                          |                                            |       |               |           |              |       |           
|                                                                             | Cash and cash equivalents                                                                                                                                |                                            | $     | 1,957,775     |           |              | $     | 2,063,812  |          
|                                                                             | Interest receivable                                                                                                                                      |                                            |       | 2,862         |           |              |       | 1,876      |          
|                                                                             | Prepaid assets                                                                                                                                           |                                            |       | 2,900         |           |              |       | 20,000     |          
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|                                                                             |                                                                                                                                                          | Total current assets                       |       |               | 1,963,537 |              |       |            | 2,085,688 | 
|Property and equipment, net of accumulated depreciation of $2,594 and $2,154 |                                                                                                                                                          |                                            | 1,673 |               |           |              | 2,113 |           
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|                                                                             |                                                                                                                                                          | Total assets                               |       | $             | 1,965,210 |              |       | $          | 2,087,801 | 
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|LIABILITIES AND STOCKHOLDERS EQUITY:                                        |                                                                                                                                                          |                                            |       |               |           |              |       |           
|Current liabilities:                                                         |                                                                                                                                                          |                                            |       |               |           |              |       |           
|                                                                             | Accounts payable                                                                                                                                         |                                            | $     | 2,332         |           |              | $     | 17,230     |          
|                                                                             | Accrued liabilities                                                                                                                                      |                                            |       | 56,910        |           |              |       | 86,524     |          
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|                                                                             |                                                                                                                                                          | Total current liabilities                  |       |               | 59,242    |              |       |            | 103,754   | 
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|Commitments & Contingencies                                                  |                                                                                                                                                          |                                            |       |               |           |              |       |           
|Stockholders Equity:                                                        |                                                                                                                                                          |                                            |       |               |           |              |       |           
|                                                                             | Preferred stock, $0.01 par value, 150,000,000 shares authorized, 0 shares
issued and outstanding as of September 30, 2003 and December 31, 2002          |                                            |       |              |           |              |       |           |          
|                                                                             | Common stock, $0.001 par value, 1,500,000,000 shares authorized; 50,004,474
shares issued and outstanding as of September 30, 2003 and
December 31, 2002 |                                            |       | 50,004        |           |              |       | 50,004     |          
|                                                                             | Additional paid in capital                                                                                                                               |                                            |       | 10,073,368    |           |              |       | 10,064,305 |          
|                                                                             | Additional paid in capital  warrants                                                                                                                    |                                            |       | 743,234       |           |              |       | 743,234    |          
|                                                                             | Accumulated deficit                                                                                                                                      |                                            |       | (8,960,638    | )         |              |       | (8,873,496 | )        
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|                                                                             |                                                                                                                                                          | Total stockholders equity                 |       |               | 1,905,968 |              |       |            | 1,984,047 | 
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          
|                                                                             |                                                                                                                                                          | Total liabilities and stockholders equity |       | $             | 1,965,210 |              |       | $          | 2,087,801 | 
|                                                                             |                                                                                                                                                          |                                            |       |               |           |              |       |            |          

The accompanying notes are an integral part of these condensed financial
statements.

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ZAP.COM CORPORATION




UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

|                                                                                  |                            |                         |            |                    |         |                    |            |        |         |  
|--------------------------------------------------------------------------------- | -------------------------- | ----------------------- | ---------- | ------------------ | ------- | ------------------ | ---------- | ------ | ------- | -
|                                                                                  |                            |                         |            | For the            |         | For the           
|                                                                                  |                            |                         |            | Three Months Ended |         | Three Months Ended
|                                                                                  |                            |                         |            | September 30,      |         | September 30,     
|                                                                                  |                            |                         |            | 2003               |         | 2002              
|                                                                                  |                            |                         |            |                    |         |                   
|Revenues                                                                          |                            | $                       |           |                    |         | $                  |           |       
|Cost of revenues                                                                  |                            |                         |           |                    |         |                    |           |       
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|                                                                                  | Gross income               |                         |            |                   |         |                    |            |       |        
|Operating expense:                                                                |                            |                         |            |                    |         |                    |            |       
|                                                                                  | General and administrative |                         |            | 40,704             |         |                    |            | 31,840 |        
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|                                                                                  |                            | Total operating expense |            |                    | 40,704  |                    |            |        | 31,840  |  
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|                                                                                  |                            | Loss from operations    |            |                    | (40,704 | )                  |            |        | (31,840 | )
|Interest income                                                                   |                            |                         | 5,275      |                    |         |                    | 8,590      |       
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|Loss before income taxes                                                          |                            |                         | (35,429    | )                  |         |                    | (23,250    | )     
|Income taxes                                                                      |                            |                         |           |                    |         |                    |           |       
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|Net loss                                                                          |                            | $                       | (35,429    | )                  |         | $                  | (23,250    | )     
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|Per share data (basic and diluted):                                               |                            |                         |            |                    |         |                    |            |       
|Net loss per share                                                                |                            | $                       | 0.00       |                    |         | $                  | 0.00       |       
|                                                                                  |                            |                         |            |                    |         |                    |            |       
|Weighted average number of common shares and
common share equivalents outstanding |                            |                         | 50,004,474 |                    |         |                    | 50,004,474 |       
|                                                                                  |                            |                         |            |                    |         |                    |            |       

|                                                                                  |                            |                         |            |                   |          |                   |            |         |          |  
|--------------------------------------------------------------------------------- | -------------------------- | ----------------------- | ---------- | ----------------- | -------- | ----------------- | ---------- | ------- | -------- | -
|                                                                                  |                            |                         |            | For the           |          | For the          
|                                                                                  |                            |                         |            | Nine Months Ended |          | Nine Months Ended
|                                                                                  |                            |                         |            | September 30,     |          | September 30,    
|                                                                                  |                            |                         |            | 2003              |          | 2002             
|                                                                                  |                            |                         |            |                   |          |                  
|Revenues                                                                          |                            | $                       |           |                   |          | $                 |           |        
|Cost of revenues                                                                  |                            |                         |           |                   |          |                   |           |        
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|                                                                                  | Gross income               |                         |            |                  |          |                   |            |        |         
|Operating expense:                                                                |                            |                         |            |                   |          |                   |            |        
|                                                                                  | General and administrative |                         |            | 103,846           |          |                   |            | 139,894 |         
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|                                                                                  |                            | Total operating expense |            |                   | 103,846  |                   |            |         | 139,894  |  
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|                                                                                  |                            | Loss from operations    |            |                   | (103,846 | )                 |            |         | (139,894 | )
|Interest income                                                                   |                            |                         | 16,704     |                   |          |                   | 26,478     |        
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|Loss before income taxes                                                          |                            |                         | (87,142    | )                 |          |                   | (113,416   | )      
|Income taxes                                                                      |                            |                         |           |                   |          |                   |           |        
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|Net loss                                                                          |                            | $                       | (87,142    | )                 |          | $                 | (113,416   | )      
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|Per share data (basic and diluted):                                               |                            |                         |            |                   |          |                   |            |        
|Net loss per share                                                                |                            | $                       | 0.00       |                   |          | $                 | 0.00       |        
|                                                                                  |                            |                         |            |                   |          |                   |            |        
|Weighted average number of common shares and
common share equivalents outstanding |                            |                         | 50,004,474 |                   |          |                   | 50,004,474 |        
|                                                                                  |                            |                         |            |                   |          |                   |            |        

The accompanying notes are an integral part of these condensed financial
statements.

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ZAP.COM CORPORATION




UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                   |         |        |        | 
|------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------------ | ----------------- | -------- | ----------------- | --------- | ----------------- | ------- | ------ | ------ | 
|                                                 |                                                                             |                                                                               |                                            |                   |          | For the           |           | For the          
|                                                 |                                                                             |                                                                               |                                            |                   |          | Nine Months Ended |           | Nine Months Ended
|                                                 |                                                                             |                                                                               |                                            |                   |          | September 30,     |           | September 30,    
|                                                 |                                                                             |                                                                               |                                            |                   |          | 2003              |           | 2002             
|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                  
|Cash flows from operating activities:            |                                                                             |                                                                               |                                            |                   |          |                   |           |                  
|                                                 | Net loss                                                                    |                                                                               | $                                          | (87,142           | )        |                   | $         | (113,416          | )      
|                                                 | Adjustments to reconcile net loss to
net cash used in operating activities: |                                                                               |                                            |                   |          |                   |           |                   |        
|                                                 |                                                                             | Contributed capital from Zapata for unreimbursed
management services and rent |                                            |                   | 9,063    |                   |           |                   | 8,735   |       
|                                                 |                                                                             | Depreciation and amortization                                                 |                                            |                   | 440      |                   |           |                   | 457     |       
|                                                 |                                                                             | Changes in assets and liabilities:                                            |                                            |                   |          |                   |           |                   |         |       
|                                                 |                                                                             |                                                                               | (Increase) decrease in interest receivable |                   |          | (986              | )         |                   |         | 2,153  |       
|                                                 |                                                                             |                                                                               | Decrease in prepaid assets                 |                   |          | 17,100            |           |                   |         | 23,388 |       
|                                                 |                                                                             |                                                                               | Decrease in accounts payable               |                   |          | (14,898           | )         |                   |         | (5,284 | )     
|                                                 |                                                                             |                                                                               | (Decrease) increase in accrued liabilities |                   |          | (29,614           | )         |                   |         | 6,395  |       
|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                  
|                                                 |                                                                             |                                                                               |                                            | Total adjustments |          |                   | (18,895   | )                 |         |        | 35,844 | 
|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                  
|                                                 |                                                                             | Net cash used in operating activities                                         |                                            |                   | (106,037 | )                 |           |                   | (77,572 | )     
|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                  
|Net decrease in cash and cash equivalents        |                                                                             |                                                                               | (106,037                                   | )                 |          |                   | (77,572   | )                
|Cash and cash equivalents at beginning of period |                                                                             |                                                                               | 2,063,812                                  |                   |          |                   | 2,167,133 |                  
|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                  
|Cash and cash equivalents at end of period       |                                                                             | $                                                                             | 1,957,775                                  |                   |          | $                 | 2,089,561 |                  
|                                                 |                                                                             |                                                                               |                                            |                   |          |                   |           |                  

The accompanying notes are an integral part of these condensed financial
statements.

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ZAP.COM CORPORATION




NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1. Summary of Operations and Basis of Presentation

The unaudited condensed financial statements included herein have been prepared
by Zap.Com Corporation (Zap.Com or the Company) without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC).
The financial statements reflect all adjustments that are, in the opinion of
management, necessary to fairly present such information. All such adjustments
are of a normal recurring nature. Although Zap.Com believes that the
disclosures are adequate to make the information presented not misleading,
certain information and footnote disclosures, including a description of
significant accounting policies normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States, have been condensed or omitted pursuant to such rules and
regulations. These unaudited condensed financial statements should be read in
conjunction with the financial statements and the notes thereto included in
Zap.Coms latest Annual Report on Form 10-K filed with the SEC. The results of
the operations for the three months and nine month periods ended September 30,
2003 are not necessarily indicative of the results for any subsequent quarter
or the entire year ending December 31, 2003.

Business Description

Zapata Corporation (Zapata) formed Zap.Com for the purpose of creating and
operating a global network of independently owned web sites. In April 1999,
Zap.Com announced its plan to establish the ZapNetwork by connecting web sites
through a proprietary multi-functional, portal-like Internet banner known as
the ZapBox. Zap.Com intended to distribute advertising and e-commerce
opportunities over this network. From its inception on April 2, 1998 through
November 12, 1999, Zap.Com operated as a wholly owned subsidiary of Zapata. In
November 1999, Zapata and two of its directors invested $10.1 million of equity
in Zap.Com. On November 12, 1999, Zapata distributed to its stockholders
477,742 shares of Zap.Com common stock, leaving Zapata as the holder of
approximately 98 percent of Zap.Coms outstanding common stock. On November
30, 1999, Zap.Coms stock began to trade on the NASDs OTC Electronic Bulletin
Board under the symbol ZPCM, establishing Zap.Com as a separate public
company.

During 1999 and 2000, Zap.Com engaged primarily in the research and
investigation of the Internet industry, the development of the Companys
business model, the establishment of strategic relationships to provide
Internet connectivity and technology systems to support the ZapNetwork, the
development of the ZapBox and the Zap.Com homepage, the filing of patent and
trademark applications and the solicitation of web sites to join the
ZapNetwork.

On December 15, 2000, the Zap.Com Board of Directors concluded that Zap.Coms
operations were not likely to become profitable in the foreseeable future and
therefore, it was in the best interest of the Company and its stockholders to
cease all Internet operations. Zap.Com terminated all salaried employees and

all third party contractual relationships entered into in connection with its
Internet business.

Since ceasing its Internet operations, the Company has had no existing business
operations, other than to comply with its reporting requirements under the
Securities Exchange Act of 1934. Currently, Zap.Coms principal activities are
exploring methods to enhance stockholder value. Zap.Com is likely to search
for assets or businesses that it can acquire so that it can become an operating
company. Zap.Com may also consider developing a new business suitable for its
situation.

Management believes that it has sufficient resources to satisfy its existing
and contingent liabilities and its anticipated operating expenses for at least
the next twelve months.

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Note 2. Stock-Based Compensation

The Company accounts for stock- based compensation according to APB 25,
Accounting for Stock Issued to Employees. The Company adopted the required
disclosure provisions under Statement of Financial Accounting Standards
(SFAS) No. 148 Accounting for Stock-Based Compensation  Transition and
Disclosure, an amendment of Financial Accounting Standards Board (FASB)
Statement No. 123 and continues to use the intrinsic value method of
accounting for stock-based compensation. Had compensation expense for the
Companys stock option grants been determined based on fair value at the grant
date using the Black-Scholes option-pricing model, the Companys net loss and
net loss per share (basic and diluted) would have been as follows:

|                                                                                                                |                                 |   |                    |     |      |   |         |     | 
|--------------------------------------------------------------------------------------------------------------- | ------------------------------- | - | ------------------ | --- | ---- | - | ------- | --- | 
|                                                                                                                |                                 |   | Three Months Ended
|                                                                                                                |                                 |   | September 30,     
|                                                                                                                |                                 |   | 2003               |     | 2002
|                                                                                                                |                                 |   |                    |     |     
|Net loss, as reported                                                                                           |                                 | $ | (35,429            | )   |      | $ | (23,250 | )  
|Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards |                                 |   |                   |     |      |   | (12,898 | )  
|                                                                                                                |                                 |   |                    |     |      |   |         |    
|Pro forma net loss                                                                                              |                                 | $ | (35,429            | )   |      | $ | (36,148 | )  
|                                                                                                                |                                 |   |                    |     |      |   |         |    
|Loss per share:                                                                                                 |                                 |   |                    |     |      |   |         |    
|                                                                                                                | Basic and diluted  as reported |   | $                  | .00 |      |   | $       | .00 | 
|                                                                                                                |                                 |   |                    |     |      |   |         |    
|                                                                                                                | Basic and diluted pro forma    |   | $                  | .00 |      |   | $       | .00 | 
|                                                                                                                |                                 |   |                    |     |      |   |         |    

|                                                                                                                |                                 |   |                   |     |      |   |          |     | 
|--------------------------------------------------------------------------------------------------------------- | ------------------------------- | - | ----------------- | --- | ---- | - | -------- | --- | 
|                                                                                                                |                                 |   | Nine Months Ended
|                                                                                                                |                                 |   | September 30,    
|                                                                                                                |                                 |   | 2003              |     | 2002
|                                                                                                                |                                 |   |                   |     |     
|Net loss , as reported                                                                                          |                                 | $ | (87,142           | )   |      | $ | (113,416 | )  
|Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards |                                 |   |                  |     |      |   | (38,693  | )  
|                                                                                                                |                                 |   |                   |     |      |   |          |    
|Pro forma net loss                                                                                              |                                 | $ | (87,142           | )   |      | $ | (152,109 | )  
|                                                                                                                |                                 |   |                   |     |      |   |          |    
|Loss per share:                                                                                                 |                                 |   |                   |     |      |   |          |    
|                                                                                                                | Basic and diluted  as reported |   | $                 | .00 |      |   | $        | .00 | 
|                                                                                                                |                                 |   |                   |     |      |   |          |    
|                                                                                                                | Basic and diluted pro forma    |   | $                 | .00 |      |   | $        | .00 | 
|                                                                                                                |                                 |   |                   |     |      |   |          |    

Note 3. Related Party Transactions

Since its inception, the Company has utilized the services of the management
and staff of its majority stockholder, Zapata Corporation, under a shared
services agreement that allocated these costs on a percentage of time basis.
Zap. Com also subleases its office space in Rochester, New York from Zapata
Corporation. Under the sublease agreement, annual rental payments are
allocated on a cost basis. Zapata Corporation has waived its rights under the
shared services agreement to be reimbursed for these expenses since May 1,
2000. For the three month and nine month periods ended September 30, 2003, the
Company recorded approximately $3,000 and $9,000, respectively, as contributed
capital for services rendered. For the year ended December 31, 2002, the
Company recorded approximately $12,000 as contributed capital for these
services.

Note 4. Commitments and Contingencies

The Company has applied the disclosure provisions of FASB Interpretation No. 45
(FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, to its agreements
containing guarantee or indemnification clauses. These disclosure provisions
expand those

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required by SFAS No. 5, Accounting for Contingencies, by requiring a
guarantor to disclose certain types of guarantees, even if the likelihood of
requiring the guarantors performance is remote.

Management continues to assess agreements for potential impacts under the
provisions of FIN No. 45. No agreements were entered into or modified during
the nine months ended September 30, 2003 that required the Company to record a
liability pursuant to FIN 45. A description of the arrangements in which the
Company is the guarantor is provided within the Companys 2002 Annual Report on
Form 10-K.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Information Concerning Forward-Looking Statements

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This document contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act), and Section 21E of
the Securities Exchange Act of 1934, as amended (the Exchange Act). The
Company intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and includes this statement for
purposes of such safe harbor provisions. Forward-looking statements, which are
based upon certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the words
like may, will, should, expect, anticipate, estimate, plan,
intend, believe, predicts, potential, continue and the negative of
such terms or other similar or comparable terminology. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
cannot assure you that our expectations will be correct. These statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance,
or achievements expressed or implied by these forward-looking statements.
These risks are qualified in their entirety by cautionary language and risk
factors set forth in the Companys filings with the Securities and Exchange
Commission (SEC), including the Companys 2002 Annual Report on Form 10-K. The
Company assumes no obligation to update forward-looking statements or to update
the reasons actual results could differ from those projected in the
forward-looking statements.

General

Zap.Com Corporation (Zap.Com or the Company) was founded by Zapata
Corporation (Zapata) (NYSE:ZAP) in April 1998 as a Nevada corporation.
Zap.Coms principal corporate offices are located at 100 Meridian Centre, Suite
350, Rochester, New York 14618.

Zapata formed Zap.Com for the purpose of creating and operating a global
network of independently owned web sites. In April 1999, Zap.Com announced its
plan to establish the ZapNetwork by connecting web sites through a proprietary
multi-functional, portal-like Internet banner known as the ZapBox. Zap.Com
intended to distribute advertising and e-commerce opportunities over this
network. From its inception on April 2, 1998 through November 12, 1999,
Zap.Com operated as a wholly owned subsidiary of Zapata. In November 1999,
Zapata and two of its directors invested $10.1 million of equity in Zap.Com.
On November 12, 1999, Zapata distributed to its stockholders 477,742 shares of
Zap.Com common stock, leaving Zapata as the holder of approximately 98 percent
of Zap.Coms outstanding common stock. On November 30, 1999, Zap.Coms stock
began to trade on the NASDs OTC Electronic Bulletin Board under the symbol
ZPCM, establishing Zap.Com as a separate public company.

During 1999 and 2000, Zap.Com engaged primarily in the research and
investigation of the Internet industry, the development of the Companys
business model, the establishment of strategic relationships to provide
Internet connectivity and technology systems to support the ZapNetwork, the
development of the ZapBox and the Zap.Com homepage, the filing of patent and
trademark applications and the solicitation of web sites to join the
ZapNetwork.

On December 15, 2000, the Zap.Com Board of Directors concluded that Zap.Coms
operations were not likely to become profitable in the foreseeable future and
therefore, it was in the best interest of the Company and its stockholders to
cease all Internet operations. Zap.Com terminated all salaried employees and
all third party contractual relationships entered into in connection with its
Internet business.

Since ceasing its Internet operations, the Company has had no existing business
operations, other than to comply with its reporting requirements under the
Securities Exchange Act of 1934. Currently, Zap.Coms principal activities are
exploring methods to enhance stockholder value. Zap.Com is likely to search
for assets or businesses that it can acquire so that it can become an operating
company. Zap.Com may also consider developing a new business suitable for its
situation.

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In pursuing acquisitions, the Company will have broad discretion in identifying
and selecting both the industries and the possible acquisition candidates
within those industries that it will acquire. The Company has not identified a
specific industry on which it initially intends to focus and has no present
plans, proposals, arrangements or understandings with respect to the
acquisition of any specific business. There can be no assurance that the
Company will be able to identify or successfully complete any acquisitions.

The Company has no preference as a general matter as to whether to issue shares
of common stock or cash in making acquisitions and it may use either shares of
its common stock or cash, or a combination thereof. The form of the
consideration that the Company uses for a particular acquisition will depend
upon the form of consideration that the sellers of the business require and the
most advantageous way for the Company to account for, or finance the
acquisition. To the extent the Company uses common stock for all or a portion
of the consideration to be paid for future acquisitions, existing stockholders
may experience significant dilution.

In order to effect an acquisition, Zap.Com may need additional financing.
There is no assurance that any such financing will be available, or available
on terms favorable or acceptable to the Company. In particular, potential
third party equity investors may be unwilling to invest in Zap.Com due to
Zapatas voting control over Zap.Com and the significant potential for dilution
of a potential investors ownership in the Companys common stock. Zapatas
voting control may be unattractive because it makes it more difficult for a
third party to acquire the Company even if a change of control could benefit
the Companys stockholders by providing them with a premium over the then
current market price for their shares. If the Company raises additional funds
through the issuance of equity, equity-related or debt securities, these
securities may have rights, preferences or privileges senior to those of the
rights of Zap.Coms common stockholders, who would then experience dilution.

In general, any new business development is difficult, and the Companys
particular realities impose significant constraints that make such an
undertaking even more difficult. These constraints include the following: the
need to acquire or develop the business without paying substantial cash or
taking on significant debt, unless it can be serviced by cash flow from the new
business; the handicap of not having actively traded stock to use to procure
this business; the requirement that, after launch, the new business should not
need a significant capital investment to fund its initial operations unless
this can be accomplished through cash flow from the new business; and the
requirement that the new business should produce a positive cash flow in the
near term.

Results of Operations

For the three months ended September 30, 2003, Zap.Com recorded a net loss of
$35,000 as compared to a net loss of $23,000 for the three months ended
September 30, 2002. For the nine months ended September 30, 2003, Zap.Com
recorded a net loss of $87,000 as compared to a net loss of $113,000 for the
nine months ended September 30, 2002. Since inception (which commenced on
April 2, 1998), Zap.Com has incurred a cumulative net loss of $9.0 million,
including $743,000 in non-cash charges associated with warrants issued to
American Internetwork Sports and all of the costs associated with the public
registration of Zap.Coms common stock and the development and wind-down of
Internet operations.

For the three month and nine month periods ended September 30, 2003 as compared
to the three month and nine month periods ended September 30, 2002, operations
consisted of the following:

Revenues.Zap.Com did not generate any revenue for the three month and nine
month periods ended September 30, 2003 and 2002, nor does it presently have any
business from which it may generate revenue in the future.

Cost of revenues. For the three month and nine month periods ended September
30, 2003 and 2002, the Company incurred no costs of revenue as a result of
ceasing all Internet operations.

General and administrative.General and administrative expenses consist
primarily of legal and accounting services, insurance premiums, printing and
filing costs, salaries and wages (including costs allocated by Zapata pursuant
to a services agreement), and various other costs. General and administrative
expenses for the quarter ended September 30, 2003 increased $9,000 or 28% as
compared to the quarter ended September 30, 2002. This increase is primarily
due to an increase in professional service fees. For the nine months ended
September 30, 2003, general and administrative

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expenses decreased $36,000 or 26% as compared with the nine months ended
September 30, 2002. These decreases relate primarily to a decrease in sales
and use taxes paid and accruals for the annual mailing and meeting.

Interest Income.Interest income is generated on cash reserves which are
invested in short-term U.S. Government Agency securities. Interest earned for
quarters ended September 30, 2003 and 2002 was $5,000 and $9,000, respectively.
For the nine months ended September 30, 2003 and 2002, interest income was
$17,000 and $26,000, respectively. The decreased interest income for 2003 was
primarily a result of sustained lower interest rates on short-term U.S.
Government Agency securities as compared to rates in 2002, as well as declining
cash reserves available for investment.

Liquidity and Capital Resources

Zap.Com has not generated any significant revenue since its inception. As a
result, the Companys primary source of liquidity has been its initial
capitalization from Zapata Corporation and two Zapata directors, and
thereafter, the interest income generated on cash reserves invested in
short-term US Government Agency securities.

Since its inception, the Company has utilized services of the management and
staff and office space of its majority stockholder, Zapata Corporation, under a
shared services agreement that allocated these costs. Effective May 1, 2000,
Zapata has waived its rights under the service agreement to be reimbursed these
costs. For the three months and nine month periods ended September 30, 2003,
the Company recorded approximately $3,000 and $9,000, respectively, as
contributed capital for services rendered. For the year ended December 31,
2002, the Company recorded approximately $12,000 as contributed capital for
these services. Should Zapata not renew its waiver, Zap.Com may incur future
cash payments under the shared services agreement.

Zap.Com believes that is has sufficient resources to satisfy its existing and
contingent liabilities and its anticipated operating expenses for the next
twelve months. Until such time as a business combination is consummated,
Zap.Com expects these expenses to consist mainly of legal and audit fees and
expenses incurred in connection with its filing obligations as a publicly
traded company. The Company has no commitments for capital expenditures and
foresees none, except for possible future acquisitions. In order to effect an
acquisition, however, Zap.Com may need additional financing. There is no
assurance that any such financing will be available or available on the terms
favorable or acceptable to the Company.

Zap.Com filed a Post-Effective Amendment No. 3 to Form S-1 on June 4, 2003
deregistering 30,000,000 shares of Zap.Com common stock which had been
registered for sale by Zap.Com in connection with potential acquisitions and
other transactions. The Securities & Exchange Commission had originally
declared the registration effective on March 3, 2000. Zap.Com did not issue
any shares under the registration statement.

Cash Flows

Cash used in operating activities was $106,000 for the nine months ended
September 30, 2003 as compared to cash used of $78,000 for the comparable
period of the prior year. The increase in cash used in operating activities
resulted in timing of payments made for accounts payable and accrued
liabilities.

For the nine months ended September 30, 2003 and 2002, the Company had no cash
flows from investing or financing activities.

Recent Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN No. 45), which expands previously
issued accounting guidance and disclosure requirements for certain guarantees.
The Interpretation requires an entity to recognize an initial liability for the
fair value of an obligation assumed by issuing a guarantee. The provision for
initial recognition and measurement of the liability will be applied on a
prospective basis to guarantees issued or modified after December 31, 2002.
The adoption of FIN No. 45 did not have a material impact on the Companys
financial position, results of operations or cash flows.

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In December 2002, FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment of FASB Statement No.
123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation to provide alternative methods of transition for a voluntary
change to the fair value-based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that Statement to
require prominent disclosure about the effects on reported net income of an
entitys accounting policy decisions with respect to stock-based employee
compensation. Finally, this Statement amends APB Opinion No. 28, Interim
Financial Reporting, to require disclosure about those effects in interim
financial information. Although the Company continues to account for stock-
based compensation according to APB 25, the Company has adopted the required
disclosure provisions for interim financial reporting under SFAS No. 148. As a
result of the Companys continued use of the intrinsic value method of
accounting for stock-based compensation, the transition provisions did not have
an effect of the Companys financial position, results of operations or cash
flows upon adoption of SFAS 148.

Critical Accounting Policies

The discussion and analysis of Zap.Coms financial condition and results of
operations are based upon financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management
to make estimates and assumptions that affect amounts reported therein. The
estimates that require managements most difficult, subjective or complex
judgments are described below. The Company believes that the critical
judgments impacting the financial statements include:

Valuation allowances for deferred income taxes.The Company reduces its
deferred tax assets to an amount that it believes is more likely than not to be
realized. In so doing, the Company estimates future taxable income in

determining if any valuation allowance is necessary. As a result, the Company
had a full valuation allowance against the deferred tax assets as of September
30, 2003 and December 31, 2002.

Impairment of long-lived assets.Zap.Com reviews the recoverability of its
long-lived assets when events or changes in circumstances occur that indicate
that the carrying value of the asset may not be recoverable. The assessment of
possible impairment is based on Zap.Coms ability to recover the carrying value
of the asset from the expected future cash flows. If these cash flows are less
than the carrying amount of the asset, an impairment loss is recognized for the
difference between estimated fair value and carrying value. The measurement
requires management to estimate future cash flows and the fair value of
long-lived assets. As of September 30, 2003, Zap.Com held approximately $2,000
in long-lived assets.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risks relating to Zap.Coms operations result primarily from changes in
interest rates. Zap.Com invests its cash and cash equivalents in short-term US
Government Agency securities with maturities generally not more than 90 days.
Due to the short duration and conservative nature of these instruments, the
Company does not believe that the value of these instruments have a material
exposure to interest rate risk. However, changes in interest rates do affect
the investment income the Company earns on its cash equivalents and marketable
securities and, therefore, impacts its cash flows and results of operations.
Accordingly, there is inherent roll-over risk for the Companys investment
grade securities as they mature and are renewed at current market rates.
Using the investment grade security balance of $2.0 million at September 30,
2003 as a hypothetical constant cash balance, an adverse change of 1% in
interest rates would decrease interest income by approximately $5,000 and
$15,000 during a three-month and nine-month period, respectively.

Item 4. Controls and Procedures

An evaluation was performed under the supervision of the Companys management,
including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures (as defined in Securities Exchange Act of 1934 (the
Exchange Act) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period
covered by this report. Based on that evaluation, the Companys management,
including the CEO and CFO, concluded that the Companys disclosure controls and
procedures were effective to provide reasonable assurance that information we
are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.

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Notwithstanding the foregoing, there can be no assurance that the Companys
disclosure controls and procedures will detect or uncover all failures of
persons within the Company and its consolidated subsidiaries to disclose
material information otherwise required to be set forth in the Companys
periodic reports. There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of
human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only
provide reasonable, not absolute, assurance of achieving their control
objectives.

No changes in internal control over financial reporting occurred during the
quarter ended September 31, 2003 that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial
reporting.




Part II  OTHER INFORMATION




Item 1. Legal Proceedings

None.




Item 2. Changes in Securities

None.




Item 3. Defaults Upon Senior Securities

None.




Item 4. Submission of Matters to a Vote of Security Holders

None.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K

| |  |     |  |                      |  |                                                                                                                              
| |  | --- |  | -------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | Exhibits:            |  |                                                                                                                              
| |  |     |  |                      |  |                                                                                                                              
| |  |     |  | 11                   |  | Statement Regarding Computation of Per Share
Earnings                                                                        
| |  |     |  |                      |  |                                                                                                                              
| |  |     |  | 31.1                 |  | Certification of CEO Pursuant to SEC Rule 13a-14.                                                                            
| |  |     |  |                      |  |                                                                                                                              
| |  |     |  | 31.2                 |  | Certification of CFO Pursuant to SEC Rule 13a-14.                                                                            
| |  |     |  |                      |  |                                                                                                                              
| |  |     |  | 32.1                 |  | Certification of CEO Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
| |  |     |  |                      |  |                                                                                                                              
| |  |     |  | 32.2                 |  | Certification of CFO Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
| |  |     |  |                      |  |                                                                                                                              
| |  | (b) |  | Reports on Form 8-K:

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| |  |  |  |       |  | 
| |  |  |  | ----- |  | 
| |  |  |  | None. |  | 




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                  |                                  |  |  | 
|----------------- | -------------------------------- |  |  | 
|                  | ZAP.COM CORPORATION
(Registrant) |  | 
|                  |                                  |  |  | 
|November 12, 2003 |                                  |  |  | 
|                  |                                  |  |  | 
|                  | By: /s/ Leonard DiSalvo          |  | 
|                  |                                  | 
|                  | (Vice President and              |  | 
|                  | Chief Financial Officer)         |  | 

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